BioCryst Mails Letter to Stockholders Highlighting Compelling Upside
Opportunity
BioCryst Special Meeting of Stockholders Scheduled for May 9, 2018
RESEARCH TRIANGLE PARK, N.C.--(BUSINESS WIRE)--Apr. 2, 2018--
BioCryst Pharmaceuticals, Inc. (NASDAQ:BCRX) (“BioCryst”) today
announced that it has filed definitive proxy materials with the U.S.
Securities and Exchange Commission (“SEC”) in connection with the
pending merger of BioCryst and Idera. The definitive proxy statement is
available on the Investor Relations section of the Company’s website, as
well as www.sec.gov.
BioCryst’s Special Meeting of Stockholders is scheduled to take place on
May 9, 2018 at BioCryst’s corporate offices in Durham, North Carolina at
10:00 AM ET. All BioCryst common stockholders of record as of the close
of business on April 4, 2018, will be entitled to vote their shares
either in person or by proxy at the stockholder meeting.
The BioCryst Board of Directors recommend that all stockholders vote “FOR”
the merger proposal as well as all other BioCryst proposals included in
the definitive proxy statement on the proxy card today.
Additionally, BioCryst issued an open letter to its stockholders. The
full text follows.
Dear BioCryst Stockholder,
On January 22, 2018, BioCryst Pharmaceuticals, Inc. (“BioCryst”)
announced a merger transaction with Idera Pharmaceuticals, Inc.
(“Idera”) that the BioCryst Board of Directors believes represents a
significant opportunity to enhance the value of your investment in
BioCryst and is in the best interest of BioCryst stockholders. The
transaction has been unanimously approved by the Boards of both
companies. We are asking for your support of the transaction in advance
of the upcoming Special Meeting of BioCryst Stockholders that has been
scheduled for May 9, 2018.
We recommend that all stockholders vote “FOR” the merger proposal as
well as all other BioCryst proposals included in the enclosed definitive
proxy statement on the enclosed proxy card today.
The merger will bring together two highly complementary companies,
BioCryst, a developer of oral therapies for life threatening rare
diseases and Idera, a rare-disease focused company pioneering
oligonucleotide-based therapeutics, to form a new enterprise to be named
“Valenscion” that is focused on the development and commercialization of
highly differentiated medicines to serve more patients suffering from
rare diseases. Valenscion is expected to be a unique player in rare
diseases, with:
-
enhanced scale and strengthened competitive position;
-
a robust diversified late-stage pipeline;
-
synergistic discovery engines with enhanced development opportunities;
-
best-in-class people with extensive clinical and commercial know-how
in rare diseases; and
-
increased financial strength and flexibility.
Under the terms of the merger agreement, each share of BioCryst common
stock that you own will be exchanged for 0.50 shares of Valenscion
common stock, and each share of Idera common stock held by Idera
stockholders will be exchanged for 0.20 shares of Valenscion common
stock. Upon closing, BioCryst stockholders will own approximately 51.6
percent of the stock of the combined company and Idera stockholders will
own approximately 48.4 percent of the combined company, on a fully
diluted basis. The receipt of Valenscion common stock in the merger is
expected to be tax-free to BioCryst stockholders.
The combined company will have the ability to leverage both
structure-guided small molecule design and nucleic acid/oligonucleotide
chemistry within one organization that may create more effective and
potentially unique treatments for rare diseases. Combining both
companies’ technologies expands the number of rare disease targets and
could create differentiated medicines by combining the technologies to
target rare diseases in new and unique ways. We expect the combination
of synergistic platforms to bolster our product pipeline and create
sustainable value for BioCryst stockholders.
Advanced Pipelines Make Now the Right Time for
this Transaction
Additionally, the combined company will have a diversified and
innovative late-stage pipeline with two distinctly different yet highly
valuable Phase 3 assets and two promising Phase 2 rare disease assets
that are expected to create more opportunities for success. The combined
company’s Phase 3 assets have the potential to create a financially
strong foundation to support the commercial launch and continued
development of the rare disease focused pipeline, building greater and
more sustainable value for stockholders, and helping more patients with
rare diseases beyond what the two companies could achieve alone.
Increased Financial Strength and Flexibility
The combined company has a pro forma December 31, 2017 net cash balance
of approximately $243 million and expects to realize approximately $20
million in cash synergies in year two and a total of $30 million in
annual pre-tax cost synergies in year three after closing. With a strong
balance sheet, we believe the combined company will be well-positioned
to fund internal clinical development, discovery research and commercial
launch preparation efforts. Together, BioCryst and Idera are expected to
have opportunities to generate non-dilutive capital, which can be
thoughtfully and effectively allocated to maximize the portfolio’s
market potential and create stockholder value.
Proven, Veteran Leadership to Guide Pipeline
and Deliver on Value Proposition
The combined company will have a highly engaged, seasoned Board and
management with a successful track record of getting drugs approved and
successfully launched. The Board will comprise nine members – four from
each of the current BioCryst Board and the Idera Board, and one person
to be mutually agreed by the BioCryst Board and the Idera Board who is
not to be a director, officer or affiliate of either BioCryst or Idera.
- Vincent Milano, CEO of Idera, will lead the combined company and will
also serve as a member of the Board. Mr. Milano previously led
ViroPharma, a leading developer of innovative therapies for rare
diseases, which was sold to Shire Pharmaceuticals in 2014, and has
significant experience and success creating drugs for hereditary
angioedema.
- Robert Ingram will serve as Chairman of the Board of the combined
company. Mr. Ingram is a general partner at Hatteras Venture Partners
and former Chairman and CEO of GlaxoWellcome. His extensive experience
in the pharmaceutical industry as both an executive and director and
his private investment expertise will contribute valuable insight and
expertise.
- Jon P. Stonehouse, CEO of BioCryst, will serve as a member of the
Board of Directors. Mr. Stonehouse has financial transaction, business
development and management expertise from his current role as well as
his previous role at Merck KGaA.
BioCryst Conducted a Robust Strategic Evaluation
BioCryst has a well-advised Board comprised of highly experienced
directors with extensive industry knowledge. The Board retained leading
financial and legal advisors to assist in evaluating strategic options.
The BioCryst Board met numerous times over a two-year period to discuss
value-enhancing opportunities, including mergers, bolt-on acquisitions
and in-licensing transactions. Following the Board’s review of these
strategic opportunities and BioCryst’s discussions with numerous
potential partners, the Board believes the merger with Idera makes
strategic and financial sense and is a unique opportunity to enhance
stockholder value.
Vote “FOR” the Merger Proposal TODAY
Your Board of Directors believes that the merger is value-enhancing
for BioCryst stockholders, and we recommend that stockholders vote today
“FOR” the BioCryst proposals set forth in this proxy statement,
including “FOR” the merger proposal.
Your vote is extremely important, no matter how many shares you own.
Please take a moment to vote “FOR” the proposals set forth on the proxy
card today – by internet, telephone toll-free or by signing, dating and
returning the enclosed proxy card in the postage-paid envelope provided.
If you have any questions or need assistance voting your shares, please
contact Innisfree M&A, our proxy solicitor, by calling toll-free at
(888) 750-5834 (from the U.S. and Canada) and (412) 232-3651 (from other
locations) or collect at (212) 750-5833.
On behalf of your Board of Directors, thank you for your continued
support of BioCryst.
Sincerely,
The BioCryst Board of Directors
About BioCryst Pharmaceuticals
BioCryst Pharmaceuticals designs, optimizes and develops novel
small-molecule medicines that address both common and rare conditions.
BioCryst has several ongoing development programs including BCX7353, an
oral treatment for hereditary angioedema, galidesivir, a potential
treatment for filoviruses, and a preclinical program to develop oral
Alk-2 inhibitors for the treatment of fibrodysplasia ossificans
progressive (FOP). RAPIVAB® (peramivir injection), a viral neuraminidase
inhibitor for the treatment of influenza, is BioCryst's first approved
product and has received regulatory approval in the U.S., Canada, Japan,
Taiwan and Korea. Post-marketing commitments for RAPIVAB are ongoing, as
well as activities to support regulatory approvals in other territories.
For more information, please visit the Company's website at www.BioCryst.com.
Additional Information and Where to Find It
In connection with the proposed mergers, Nautilus Holdco, Inc.
(“Holdco”) has filed with the U.S. Securities and Exchange Commission
(the “SEC”), and the SEC has declared effective on March 29, 2018, a
Registration Statement on Form S-4 (as may be amended from time to time,
the “Registration Statement”) that includes the joint proxy statement of
BioCryst Pharmaceuticals, Inc. (“BioCryst”) and Idera Pharmaceuticals,
Inc. (“Idera”) and that also constitutes a prospectus of Holdco.
BioCryst, Idera and Holdco may also file other documents with the SEC
regarding the proposed transaction. This document is not a substitute
for the definitive joint proxy statement/prospectus or Registration
Statement or any other document that may be filed by each of BioCryst
and Idera with the SEC. BEFORE MAKING ANY VOTING DECISION, IDERA’S AND
BIOCRYST’S RESPECTIVE STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY
EACH OF IDERA AND BIOCRYST WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO
THE PROPOSED TRANSACTION. Investors and stockholders may obtain free
copies of these materials and other documents filed with the SEC (when
available) by BioCryst, Idera and Holdco through the website maintained
by the SEC at www.sec.gov.
Idera and BioCryst make available free of charge at www.iderapharma.com
and www.biocryst.com,
respectively (in the “Investors” section), copies of materials they file
with, or furnish to, the SEC.
Participants in the Solicitation
This document does not constitute a solicitation of proxy, an offer to
purchase or a solicitation of an offer to sell any securities. Idera,
BioCryst and their respective directors, executive officers and certain
employees and other persons may be deemed to be participants in the
solicitation of proxies from the stockholders of Idera and BioCryst in
connection with the proposed mergers. Security holders may obtain
information regarding the names, affiliations and interests of Idera’s
directors and officers in Idera’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2017, which was filed with the SEC on
March 7, 2018 and its definitive proxy statement for the 2017 annual
meeting of stockholders, which was filed with the SEC on April 28, 2017.
Security holders may obtain information regarding the names,
affiliations and interests of BioCryst’s directors and officers in
BioCryst’s Annual Report on Form 10-K for the fiscal year ended December
31, 2017, and any amendments thereto, which was filed with the SEC on
March 12, 2018 and its definitive proxy statement for the 2017 annual
meeting of stockholders, which was filed with the SEC on April 12, 2017.
Additional information about the interests of BioCryst’s directors and
officers and Idera’s directors and officers in the proposed mergers can
be found in the above-referenced Registration Statement. These documents
may be obtained free of charge from the SEC’s website at www.sec.gov,
Idera’s website at www.iderapharma.com
and BioCryst’s website at www.biocryst.com.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These statements involve known and
unknown risks, uncertainties and other factors which may cause actual
results, performance or achievements to be materially different from any
future results, performances or achievements expressed or implied by the
forward-looking statements. These statements reflect our current views
with respect to future events and are based on assumptions and are
subject to risks and uncertainties, and important factors that could
cause actual events or results to differ materially from Idera’s or
BioCryst’s plans, estimates or expectations. Given these uncertainties,
you should not place undue reliance on these forward-looking statements.
With respect to the transactions contemplated by the merger agreement
between Idera and BioCryst, these factors could include, but are not
limited to: (i) Idera or BioCryst may be unable to obtain stockholder
approval as required for the mergers; (ii) conditions to the closing of
the mergers may not be satisfied; (iii) the mergers may involve
unexpected costs, liabilities or delays; (iv) the effect of the
announcement of the mergers on the ability of Idera or BioCryst to
retain and hire key personnel and maintain relationships with patients,
doctors and others with whom Idera or BioCryst does business, or on
Idera’s or BioCryst’s operating results and business generally; (v)
Idera’s or BioCryst’s respective businesses may suffer as a result of
uncertainty surrounding the mergers and disruption of management’s
attention due to the mergers; (vi) the outcome of any legal proceedings
related to the mergers; (vii) Idera or BioCryst may be adversely
affected by other economic, business, and/or competitive factors; (viii)
the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (ix) risks that
the mergers disrupt current plans and operations and the potential
difficulties in employee retention as a result of the mergers; (x) the
risk that Idera or BioCryst may be unable to obtain governmental and
regulatory approvals required for the transactions, or that required
governmental and regulatory approvals may delay the transactions or
result in the imposition of conditions that could reduce the anticipated
benefits from the transactions contemplated by the merger agreement or
cause the parties to abandon the transactions contemplated by the merger
agreement; (xi) risks that the anticipated benefits of the mergers or
other commercial opportunities may otherwise not be fully realized or
may take longer to realize than expected; (xii) the impact of
legislative, regulatory, competitive and technological changes; (xiii)
risks relating to the value of the new holding company shares to be
issued in the mergers; (xiv) expectations for future clinical trials,
the timing and potential outcomes of clinical studies and interactions
with regulatory authorities; (xv) the risk that the credit ratings of
the combined company or its subsidiaries may be different from what the
companies expect; (xvi) economic and foreign exchange rate volatility;
(xvii) the continued strength of the medical and pharmaceutical markets;
(xviii) the timing, success and market reception for Idera’s and
BioCryst’s products; (xix) the possibility of new technologies outdating
Idera’s or BioCryst’s products; (xx) continued support of Idera’s or
BioCryst’s products by influential medical professionals; (xxi) reliance
on and integration of information technology systems; (xxii) the risks
associated with assumptions the parties make in connection with the
parties’ critical accounting estimates and legal proceedings; (xxiii)
the potential of international unrest, economic downturn or effects of
currencies, tax assessments, tax adjustments, anticipated tax rates, raw
material costs or availability, benefit or retirement plan costs, or
other regulatory compliance costs; and (xxiv) other risks to the
consummation of the mergers, including the risk that the mergers will
not be consummated within the expected time period or at all. These
risks, as well as other risks associated with the proposed mergers, are
more fully discussed in the joint proxy statement/prospectus included in
the Registration Statement filed with the SEC in connection with the
proposed mergers. While the list of factors presented here is, and the
list of factors presented in the Registration Statement are, considered
representative, no such list should be considered a complete statement
of all potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of forward looking
statements. Consequences of material differences in results as compared
with those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems, financial
loss, legal liability to third parties and similar risks, any of which
could have a material adverse effect on BioCryst’s or Idera’s
consolidated financial condition, results of operations, credit rating
or liquidity. Readers are urged to consider these factors carefully in
evaluating these forward-looking statements, and not to place undue
reliance on any forward-looking statements. Readers should also
carefully review the risk factors described in other documents that
Idera and BioCryst file from time to time with the SEC. The
forward-looking statements in this document speak only as of the date of
this document. Except as required by law, Idera and BioCryst assume no
obligation to update or revise these forward-looking statements for any
reason, even if new information becomes available in the future.
###
BCRXW
Filed by BioCryst Pharmaceuticals, Inc. pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: BioCryst Pharmaceuticals, Inc.
Commission File No. of Subject Company: 000-23186
View source version on businesswire.com: https://www.businesswire.com/news/home/20180402005274/en/
Source: BioCryst Pharmaceuticals, Inc.
Investors:
BioCryst Pharmaceuticals
Thomas Staab,
919-859-7910
Senior Vice President, Chief Financial Officer
tstaab@biocryst.com
or
Innisfree
M&A Incorporated
Scott Winter, 212-750-7271